Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
Northwestern Memorial HealthCare
Employer identification number
36-3152959
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
No
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
(A)
NORTHWESTERN MEMORIAL HOSPITAL
370960170
03
Yes
Yes
Yes
152,787,262
(B)
NORTHWESTERN MEMORIAL FOUNDATION
363155315
03
Yes
Yes
Yes
1,300,091
(C)
NORTHWESTERN MEDICAL GROUP (NORTHWESTN MEDICL FACULTY FOUND)
363097297
03
Yes
Yes
Yes
33,780,076
(D)
NORTHWESTERN LAKE FOREST HOSPITAL
362179779
03
Yes
Yes
Yes
13,423,318
Total
201,290,747
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (see instructions)
..................
12
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.................................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2012.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2013.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
13
Total support. (Add lines 9, 10c, 11, and 12.)..
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2012.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2013
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
Northwestern Memorial HealthCare
Employer identification number
36-3152959
Return Reference
Explanation
Part III, questions 2 and 3
NMHC BECAME THE SOLE CORPORATE MEMBER OF NORTHWESTERN MEDICAL FACULTY FOUNDATION, DOING BUSINESS AS NORTHWESTERN MEDICAL GROUP ("NMG"), PURSUANT TO A CLINICAL AFFILIATION AGREEMENT EFFECTIVE ON SEPTEMBER 1, 2013. NMG IS THE PRIMARY FACULTY PRACTICE FOR NORTHWESTERN UNIVERSITY FEINBERG SCHOOL OF MEDICINE ("FSM"). NMHC MERGED ITS PRIMARY CARE PHYSICIAN PRACTICE, NORTHWESTERN MEMORIAL PHYSICIANS GROUP, INTO NMG effective May 1, 2014. NMHC ALSO RESTRUCTURED A SUBORDINATE OF NMG, NORTHWESTERN FOUNDATION FOR RESEARCH AND EDUCATION ("NFRE") INTO A CLINICAL SUPPORT ORGANIZATION FOR NMG. NFRE IS NOW DOING BUSINESS AS NORTHWESTERN MEDICAL GROUP MANAGEMENT SERVICES. DURING FISCAL 2014, NMHC ALSO NEGOTIATED A CLINICAL AFFILIATION AGREEMENT WITH CDH-DELNOR HEALTH SYSTEM, DOING BUSINESS AS CADENCE HEALTH EFFECTIVE 9/1/2014, THE START OF FISCAL 2015.
Part VI section A QUEStion 2
NORTHWESTERN MEMORIAL HEALTHCARE DIRECTORS WILLIAM A. OSBORN, GLENN F. TILTON AND SAMUEL C. SCOTT, III ARE ALSO DIRECTORS AT ABBOTT LABORATORIES. DURING FISCAL 2014, PETER J. MCCANNA, DOUGLAS M. YOUNG AND CAROL M. LIND WERE OFFICERS OF NORTHWESTERN MEMORIAL HEALTHCARE. THEY WERE ALSO OFFICERS OF NORTHWESTERN MEMORIAL INSURANCE COMPANY. DOUGLAS M. YOUNG AND CAROL M. LIND WERE ALSO DIRECTORS OF NORTHWESTERN MEMORIAL INSURANCE COMPANY. John A. Canning Jr. and Timothy P. sullivan are directors at Northwestern memorial HealthCare. Timothy is the managing director and John A. Canning Jr. is the chairman of Madison dearborn partners. Both John and Timothy are also Directors at sage products
PART VI, SECTION A, QUESTION 11
THE FORM 990 WAS GENERATED INTERNALLY BY THE FINANCE DEPARTMENT WITH SUPPORT FROM VARIOUS DEPARTMENTS WITHIN THE ORGANIZATION. VARIOUS SECTIONS OF THE FORM WERE REVIEWED BY SENIOR MANAGEMENT OF NORTHWESTERN MEMORIAL HEALTHCARE ("NMHC"), AS THE PARENT ORGANIZATION, AND VARIOUS COMMITTEES. FOR EXAMPLE, THE CHIEF INTEGRITY EXECUTIVE REVIEWED DISCLOSURES FOR RELATED PARTY TRANSACTIONS, THE TAX AND REGULATORY REVIEW COMMITTEE REVIEWED THE COMMUNITY BENEFIT REPORT THAT DESCRIBES THE EXEMPT PURPOSE ACHIEVEMENTS, AND LOBBYING EXPENDITURES WERE REVIEWED BY THE VP EXTERNAL AFFAIRS. THE EXECUTIVE COMPENSATION SUBCOMMITTEE OF THE BOARD OF DIRECTORS OF NMHC WAS PROVIDED THE COMPENSATION DISCLOSURES. THE ORGANIZATION THEN WORKED WITH A NATIONAL, INDEPENDENT PUBLIC AUDITING AND ACCOUNTING FIRM AS PAID PREPARER OF THE FORM FILING. THE FINAL FORM WAS REVIEWED BY MEMBERS OF THE FINANCE DEPARTMENT PRIOR TO REVIEW BY THE NMHC VICE PRESIDENT, FINANCE AND THE NMHC SENIOR VP AND CHIEF FINANCIAL OFFICER. PRIOR TO FILING, THE COMPLETED FORM WAS PROVIDED TO THE BOARD OF DIRECTORS THROUGH A SECURE WEBSITE.
Part VI Section B Question 12 c
NORTHWESTERN MEMORIAL HEALTHCARE (NMHC) MAINTAINS BOTH A CONFLICT OF INTEREST POLICY AND AN INTERMEDIATE SANCTIONS POLICY. THESE POLICIES HAVE BEEN APPROVED BY ITS BOARD OF DIRECTORS AND APPLY TO ALL ENTITIES, DIRECTORS, OFFICERS, EMPLOYEES AND TRANSACTIONS WHICH TAKE PLACE WITHIN THE NMHC SYSTEM. THE POLICIES WERE WRITTEN TO ASSIST BOARD MEMBERS AND MANAGEMENT WITH THE IDENTIFICATION OF THOSE TRANSACTIONS THAT WARRANT ATTENTION AND CONSIDERATION TO ENSURE PROPER ADHERENCE TO THE TAX LAWS IMPACTING TAX-EXEMPT ORGANIZATIONS. THE CONFLICT OF INTEREST POLICY REQUIRES COMPLETION OF AN ANNUAL CERTIFICATION WHICH AFFIRMS THAT SUCH PERSON HAS RECEIVED, READ AND UNDERSTANDS THE CONFLICT OF INTEREST POLICY, HAS AGREED TO COMPLY, HAS DISCLOSED ANY MATTERS REQUIRED TO BE DISCLOSED UNDER THE POLICY, AND AGREES TO REPORT ANY CHANGES PROMPTLY TO THE CHIEF INTEGRITY EXECUTIVE. ONCE THE ANNUAL CERTIFICATIONS ARE COMPLETE, THE CHIEF INTEGRITY EXECUTIVE REVIEWS THE DISCLOSURES FOR COMPLIANCE WITH THE POLICY.
Part VI Section B Question 15 a and b
AS A MEMBER OF THE NORTHWESTERN MEMORIAL HEALTHCARE ORGANIZATION, NMHC IS INCLUDED IN THE OVERALL BOARD-LED EXECUTIVE COMPENSATION REVIEW AND APPROVAL PROCESS. THE PROCESS FOR DETERMINING EXECUTIVE COMPENSATION AT NORTHWESTERN MEMORIAL COMPLIES WITH IRS GUIDELINES FOR TAX-EXEMPT ORGANIZATIONS; IS DETERMINED BY A SEPARATE SUBCOMMITTEE OF THE BOARD OF DIRECTORS WHOSE MEMBERS ARE ALL INDEPENDENT AND NON-PAID; AND IS ANNUALLY EVALUATED IN THE CONTEXT OF COMPENSATION DATA GATHERED BY EXTERNAL CONSULTANTS FROM A PEER GROUP COMPRISED OF SIMILARLY SITUATED HEALTHCARE ORGANIZATIONS. IN ADDITION, A SIGNIFICANT PORTION OF COMPENSATION IS AT RISK AND IS PAYABLE ONLY UPON ACHIEVEMENT OF SUBSTANTIAL GOALS. THE BOARD PLACES A HIGH PRIORITY ON ITS ABILITY TO RECRUIT AND RETAIN A STRONG LEADERSHIP TEAM TO ENSURE WE SERVE OUR MISSION AND ACHIEVE OUR GOALS. THE OFFICERS OF NORTHWESTERN MEMORIAL HEALTHCARE ALSO FULFILL OFFICER AND EXECUTIVE FUNCTIONS FOR NMHC'S SUBSIDIARIES. ALL OF THE COMPENSATION DISCLOSED IN THE GROUP RETURN IS ALLOCATED TO THE SUBSIDIARIES.
Part VI Section C Question 19
THE CORPORATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. THE CONSOLIDATED FINANCIAL STATEMENTS OF NORTHWESTERN MEMORIAL HEALTHCARE AND SUBSIDIARIES ARE AVAILABLE ON THE WEBSITES FOR NORTHWESTERN MEMORIAL HOSPITAL AND NORTHWESTERN LAKE FOREST HOSPITAL. THE FINANCIAL STATEMENTS ARE ALSO AVAILABLE FROM THE ILLINOIS ATTORNEY GENERAL'S OFFICE AS PART OF ITS ANNUAL COMMUNITY BENEFITS REPORT AND THROUGH THE ELECTRONIC MUNICIPAL MARKET ACCESS SYSTEM OF THE MUNICIPAL SECURITIES RULEMAKING BOARD.
Part VII section A Column B
THE EMPLOYEES OF NMHC GENERALLY WORK 40 OR MORE HOURS PER WEEK AND PERFORM SERVICES FOR VARIOUS NMHC SUBSIDIARIES. THEIR COMPENSATION INFORMATION IS REPORTED ON THE NORTHWESTERN MEMORIAL HEALTHCARE GROUP RETURN.
Part XI Line 9
Net Asset transfer related subordinate 260,000,000 Post retirement benefit changes other than periodic costs (1,455,672) total 258,944,328
Form 990, part VI, section A, Question 4
NMHC CHANGED ITS BYLAWS EFFECTIVE SEPTEMBER 1, 2013 TO REFLECT THE CLINICAL AFFILIATION WITH NORTHWESTERN MEDICAL FACULTY FOUNDATION, ADDING IT AS A SUBSIDIARY DOING BUSINESS AS NORTHWESTERN MEDICAL GROUP. NMHC ALSO CHANGED ITS BYLAWS DURING FISCAL 2014 TO RECOGNIZE THE CLINICAL AFFILIATION AGREEMENT WITH CADENCE HEALTH EFFECTIVE 9/1/2014.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.